Order clause

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An order clause is a note on an order document that enables or excludes the transfer of the paper to someone other than the authorized person named in the paper.


The word "order" comes from the French term ordre , which in this context can be translated as "instruction" or "order". The order clause is therefore a fixed formulation with the help of which the issuer can issue instructions about the legal fate of an order document. In terms of securities law, a distinction is made between positive and negative order clauses. The positive order clause ("for me to the order of ...") allows the security to be transferred further to third parties, while the negative order clause ("not to order") makes it more difficult to pass it on. The positive order clause allows the document to be transferred by means of endorsement , a negative order clause allows the security to be transferred only by assignment . A negative order clause does not prohibit the transfer of a security.

Born and selected order papers

Born order papers are intended as order papers by law and automatically have a positive order clause. With them, the order clause does not have to be attached by the issuer of the certificate. The further transfer of the security can therefore no longer be hindered by a negative order clause; rather, this is achieved through a rectal endorsement. In the case of selected order papers , the quality of the security as an order paper is only justified by the positive order clause ("or to order"). Lacks this, the gekorene Order Paper is one of the registered securities and may be transferred by assignment.

In terms of securities law, checks or bills of exchange are born order papers that contain a positive order clause from the outset. In Art. 11 Para. 1 WG it is made clear for the bills of exchange (and also for all other born order papers) that every bills of exchange can be transferred by endorsement, "even if it is not expressly written to order". The quality of a born order paper can only be excluded retrospectively by affixing a recta endorsement through which they become “technical” registered papers. In this case one speaks of the rectascheck or the recta change (Art. 11, Para. 2 WG). Corrected order papers ( § 363 ff. HGB) are real registered papers if they do not contain a positive order clause .